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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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Arbutus Biopharma Corp (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
03879J100 (CUSIP Number) |
Derek J. Dostal Davis Polk & Wardwell LLP, 450 Lexington Ave New York, NY, 10017 (212) 450-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 03879J100 |
| 1 |
Name of reporting person
Roivant Sciences Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
38,847,462.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
As of the date of this Amendment No. 13 to the Schedule 13D, Roivant Sciences Ltd. ("Roivant") beneficially owns 38,847,462 common shares, without par value ("Common Shares"), of Arbutus Biopharma Corporation (the "Issuer"). The percentage of outstanding Common Shares that may be deemed to be beneficially owned by Roivant is calculated based on an aggregate of 189,963,492 Common Shares issued and outstanding as of December 31, 2024, based on information provided by the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, without par value | |
| (b) | Name of Issuer:
Arbutus Biopharma Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
701 Veterans Circle, Warminster,
PENNSYLVANIA
, 18974. | |
Item 1 Comment:
EXPLANATORY NOTE
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 13 ("Amendment No. 13") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 16, 2015, as amended by Amendments No. 1 through 12, previously filed with the SEC (the "Schedule 13D") relating to the Common Shares, without par value (the "Common Shares"), of Arbutus Biopharma Corporation (the "Issuer"), which are beneficially owned by Roivant Sciences Ltd. ("Roivant" or the "Reporting Person"). This Amendment No. 13 amends the Original Schedule 13D on behalf of the Reporting Person to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is hereby amended solely to restate the list of Covered Persons in Item 2(a) of the Schedule 13D with those listed on Exhibit 99.1 hereto, which Exhibit 99.1 is incorporated into this Item 2 by reference. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by adding the following to the end thereof:
On February 21, 2025, Roivant's Chief Executive Officer, Matthew Gline, met with the Board of Directors of the Issuer and requested that each of the members of the Board of Directors resign from their position as a director of the Issuer. As announced by the Issuer, each member of the Issuer's Board of Directors agreed to the request and resigned on February 24, 2025. In conjunction with their resignations, the Board of Directors agreed to (i) reduce the number of directors from seven to five; and (ii) replace the Issuer's Board of Directors with five individuals - Lindsay Androski, Robert Alan Beardsley, Joseph Bishop, Matthew Gline and Anuj Hasija - to serve until the 2025 Annual General Meeting of Shareholders or until their respective successors are duly elected or appointed. In addition, as disclosed by the Issuer, the Board of Directors has appointed Ms. Androski to serve as President and Chief Executive Officer of the Issuer. Ms. Androski, along with Mr. Gline and Mr. Bishop, are employees of Roivant Sciences, Inc., a wholly-owned subsidiary of Roivant. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Reporting Person (Roivant)
Roivant beneficially owns 38,847,462, or 20.5%, of the Common Shares and has sole voting and dispositive power over such Common Shares. Roivant disclaims beneficial ownership in all Common Shares reported herein, except to the extent of Roivant's respective pecuniary interest therein. | |
| (b) | See rows 7-10 of the cover page to this Amendment No. 13 for information regarding Roivant's power to vote or direct the vote and its power to dispose or direct the disposition of the Common Shares. Except as disclosed in this Schedule 13D, Roivant does not and, to Roivant's knowledge, the Covered Persons do not beneficially own any Common Shares or have the right to acquire any Common Shares. | |
| (c) | Except as disclosed in this Amendment No. 13, Roivant has not effected and, to Roivant's knowledge, none of the Covered Persons has effected any transactions in the Common Shares since the last Schedule 13D/A was filed with the SEC on February 18, 2025. | |
| (d) | Except as disclosed in this Amendment No. 13, no person other than Roivant has the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the shares to which this Amendment No. 13 relates. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Covered Persons | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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